Activity of the board - financial year 2019

Improving the recommendations of the Corporate governance code, according to which the Board of directors must meet on a regular basis, the company by-laws envisage that the Board meets at least on a quarterly basis, and whenever the Chairman considers its necessary or when a request is made by at least one-third of its members or by the Board of statutory auditors.

Comparison with FTSE Mib index

The Board of Directors met on 11 occasions in 2019. All the directors took part in 7 of these meetings, while almost all of them took part in the other 4; all the statutory auditors took part in 7 of the meetings, while almost all of them took part in 4. The average length of the meetings of the Board of Directors was approximately two hours and forty minutes.

The high rate of participation of directors in the meetings of the Board of Directors was confirmed in 2019 (equal to 94%), in line with the average data of the companies belonging to the FTSE MIB Index.The General director of Operations, invited to participate in the meetings of the Board of Directors, attended 10 of the meetings.The Head of Legal and Corporate Affairs, in his capacity as Secretary of the Board of Directors, attended all of the meetings.

2011

2012

2013

2014

2015

2016

2017

2018

2019

Number of meetings of Hera B.o.D.

12

13

13

11

10

11

10

10

11

Number of meetings of FTSE Mib listed companies B.o.D. *

10.3

11.8

11.5

11.4

13.1

11,2

10,6

11,1

13,1

» In 2018, average attendance in the B.o.D. meetings stood at 94%.

This high level of attendance is proof of the strong commitment of the Directors to guiding the company, and exceeds the average figure of the companies included in the FTSE Mib index.

2011

2012

2013

2014

2015

2016

2017

2018

2019

Average attendance in Hera B.o.D.

94.8%

94.8%

94.2%

97%

98%

99%

95%

94%

94%

Average attendance in FTSE Mib listed companies B.o.D. *

91.1%

91.8%

93.8%

94%

91%

90%

92%

92%

93%

* Source: Assonime Abstract Note e Studi n.2/2020

The number and attendance of members at the B.o.D. meetings guaranteed the ordinary and extraordinary management of the company, enabling Hera to carry out all the actions required in pursuit of the corporate purposes.

BoD activity in 2019

In the past year the Board has acted as precise control over financial activities, specifically overseeing all the operations, services supplied to customers, M&A processes and especially it guaranteed that all activities and relations with stakeholders were carried out with the greatest respect for sustainability policies and following an approach oriented to the creation of shared value.

In order to pursue an effective deliberative activity, the Executive Chairman and the CEO have worked throughout the year 2019 to assure that the Board of Directors was informed about the main legislative and regulatory changes related to the Company and to the corporate bodies, as well as on most relevant topics related to Group's business.

Hera is the Italian multi-utility that improves every day, with regard to the environment, the quality of its waste management, water and energy services through strong links in the area in which it operates and the capacity for innovation